EXHIBIT 10.1
GREAT WESTERN FINANCIAL CORPORATION
AMENDMENT
TO
NONQUALIFIED STOCK OPTION AGREEMENT
WITH XXXXX X. XXXXXXXXXX
DATED FEBRUARY 26, 1991
This Amendment between Great Western Financial Corporation, a Delaware
corporation (the "Corporation") and Xxxxx X. Xxxxxxxxxx (the "Employee")
effectuates the changes to the subject option agreement (the "Option
Agreement") contemplated by the Amendment to Employment Agreement between the
Corporation and the Employee dated as of April 25, 1995 (the "Amendment"),
as approved by the Compensation Committee of the Board of Directors of the
Corporation. Capitalized terms used herein and not otherwise defined have
the meanings assigned to them in the Option Agreement or the Plan, as the
case may be.
This Amendment shall be effective as of 4:59 p.m. Pacific Standard
Time on December 28, 1995, but only if the Employment Agreement (as
defined in the Amendment) has not been terminated in accordance
with its terms by action of the Corporation before that time.
FOR VALID CONSIDERATION, the receipt of which is hereby acknowledged,
the parties amend the Option Agreement as follows:
1. EFFECT OF TERMINATION. Section 6 of the Option Agreement is
amended to change the caption thereof and to add a sentence at the end
thereof, as follows:
"6. EFFECT OF TERMINATION OF SERVICES OR DEATH. * * * * *
Notwithstanding the foregoing, the Option and all other rights hereunder,
with respect to 23,500 shares, shall be extended and shall not terminate nor
become null and void until two (2) years after the later of a termination of
Employee's services as a member of the Board of Directors of the Corporation
or the termination of his services as a Consultant under his Consulting
Agreement dated as of April 25, 1995, except that in no event may the Option
be exercised by anyone under this Section or otherwise after the Expiration
Date."
2. EXERCISABILITY OF OPTION. Section 3 of the Option Agreement is
amended to add a new sentence after the second sentence to read in its
entirety as follows:
"Notwithstanding the preceding vesting schedule, this Option
shall become fully exercisable as of 4:59 P.M. Pacific Standard
Time on December 28, 1995.
3. MISCELLANY. Section 12 (subsidiaries) of the Option Agreement
is deleted.
GREAT WESTERN FINANCIAL CORPORATION
(a Delaware Corporation)
By J. Xxxxx Xxxxxxx
---------------------------------
Its Executive Vice President
EMPLOYEE
Xxxxx X. Xxxxxxxxxx
-------------------
APPROVED:
By: /s/Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx
Chairman, Compensation Committee
of the Board of Directors
